This peso Customer Agreement sets out the terms and conditions on which peso whose registered office is at  Indiqube-Grape Garden, Old No. 648 situated 18th Main, 1’A’Cross, 6th Block Koramangala KA 560095 IN.(“We”, “Us” or “peso”) licenses its CRM tools and API services (together the “peso Services”) to You (as defined below).

THIS PESO CUSTOMER AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE WHICH REQUIRES THAT, WHERE YOU ARE A US CUSTOMER, YOU AND PESO ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT, AND LIMITS CLASS ACTION CLAIMS, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE AS DESCRIBED IN CLAUSE 18.8 OF THIS peso CUSTOMER AGREEMENT.

By accepting the peso Customer Agreement, either by signing up to receive the peso Services online, by separate contract between You and Us or by starting to use or authorizing any User (as defined below) to access or use any of the peso Services, or by otherwise indicating your acceptance of the peso Customer Agreement, including by way of a Free Trial (as defined below), You:

– agree and understand that, from the Effective Date (as defined below), a legally binding contract will exist between the You and Us for the peso Services which will be governed by terms of this peso Customer Agreement;

– warrant and represent that where You are entering into the peso Customer Agreement on behalf of another legal entity such as a company or organization (“Entity”), You are agreeing and entering on behalf of that Entity and You are authorized to bind that Entity to this peso Customer Agreement, and any reference to “You” and “Your” shall additionally mean that Entity;

– warrant and represent that You will use the peso Services strictly for business purposes and not in a capacity as a consumer, and that peso will not be responsible or liable for any non-business use of the peso Services by You or Your Users; and

– procure that Your Users will comply with the terms of this peso Customer Agreement, the Acceptable Use Policy, and agree that You will remain responsible for such Users’ compliance.

We may modify the terms of the peso Customer Agreement from time to time by updating the terms and conditions on the website or by direct written notice to You. If a modification is material, as reasonably determined by peso in its sole discretion, then We will make commercially reasonable efforts to notify You of the change. Continued use of peso Services will constitute acceptance of the new peso Customer Agreement. If You do not agree with the updated terms of the peso Customer Agreement, You must immediately stop using peso Services and ensure Your Users also stop using peso Services.

Definitions

1.1. The following words and expressions will have the following meanings:

“App Marketplace” means an online repository of applications that is owned and controlled by peso or which has been approved by peso as suitable for publishing an Integration App which has been approved by peso for publication;

“Approved Developer” means a party that has been approved by peso to enter into the Developer Program;

“App Terms” means any terms of use for an Integration App an App User is required to agree to before the App User is given access to use the Integration App and which must at a minimum contain provisions at least as restrictive as those set out in Clause 5.3 of this peso Customer Agreement;

“App User” means a User using the Integration App to transfer its data between peso and a Third Party Platform;

“peso API” means the application programming interface developed and enabled by peso that permits You and Your Users to access and use certain functionality provided by the peso Services subject to this peso Customer Agreement and the Documentation;

“peso Applications” means peso’s web application and/or mobile applications through which the peso Services are provided, including any software contained therein;

“peso Content” means all data, information and material owned by or licensed to peso and comprised within the peso Services and on the peso Applications, but excluding Customer Data;

“peso Services” means the CRM tools and services made available via the peso Applications, including access to the peso API if applicable and any related materials provided by peso for Your use as part of the peso Services as provided in any Documentation;

“Confidential Information” means all information (however recorded or preserved) disclosed by a party, whether before or after the Effective Date including any information which is marked as confidential or has otherwise been indicated as being confidential, or (i) information relates to the business, affairs, customers, clients, licensors, suppliers, new products, plans, research, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and (ii) information relating to the operations, processes, product information, ideas, formulas, source code, data, Intellectual Property Rights or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs or in relation to peso, any of its third party licensors;

“Customer” means a sole trader, corporate entity or organization, other than an Approved Developer, that enters the peso Customer Agreement with peso;

“Customer Data” means all data, information and material that You and/or Your Users input or upload to the peso Services or transmit through the peso Services and/or any Integration App, including Personal Data. For the avoidance of doubt, Customer Data shall include any data, information and material received from a third party which is shared with peso by means of an Integration App;

“Effective Date” means the date on which You gain access to and start using the peso Services and/or accept this peso Customer Agreement, including under any Free Trial or the Developer Program, upon which date the terms of this peso Customer Agreement shall apply;

“Fees” means the fees payable by You for the peso Services in accordance with the Plan;

“Free Trial” means a potentially limited period during which peso may offer some or all of the peso Services free of any Fees and subject to usage restrictions, as determined by peso in its sole discretion. On expiry of the Free Trial, You will be liable for all Fees set out in the chosen Plan. In the absence of an expiry date of a Free Trial, You may continue to receive some or all of the peso Services until such time as peso (in its sole discretion) requires You to upgrade to a paid-for Plan or removes, suspends or terminates Your access to the peso Services, for any reason and without notice;

“Initial Term” means the fixed duration immediately following Your acceptance of the Customer Agreement or, where a Free Trial has been offered, the expiry or end of that Free Trial, in which You agree to receive the peso Services and pay the Fees, being either one (1) month or twelve (12) months and as set out in the Plan;

“Integration App” means an application that is developed by an Approved Developer or User on its own account and risk using the peso API, which may use an OAuth flow, enabling interoperation between a Third Party Platform and the peso Services;

“Intellectual Property Rights” means patents, patentable rights, copyright, design rights, rights in computer software, utility models, trademarks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in get-up, goodwill, rights to sue for passing off or unfair competition, and rights to preserve the confidentiality of information (including know-how and trade secrets), and any and all other intellectual and industrial property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world;

“Malicious Software” means any viruses, malware, Trojan horses, or any other similar harmful software;

“Personal Data” shall have the meaning attributed to it in the applicable Data Protection Legislation;

“Plan” means the subscription plan incorporating the level of support provided, features and relevant data limits that are made available as part of the peso Services and as chosen by You during the sign-up process or as amended by You in Your account section or manually by peso pursuant to Your request;

“Renewal Term” means the fixed duration immediately following the Initial Term in which You are granted the right to access the peso Services and pay the Fees, and which is of equal duration to the Initial Term;

“Seats” means the maximum number of seats available for Users authorized to use the peso Services made available by peso from time to time under the peso Customer Agreement and in accordance with the Plan;

“Term” means the duration of the peso Customer Agreement as defined under Clause 3;

“Third Party Platform” means a platform or software provided and hosted by a third party;

“User” means : (a) where You are an Approved Developer the Approved Developer or Your Users; and (b) where You are a Customer, an individual who is authorized by the Customer to use the peso Services up to the amount of Seats purchased in accordance with the Plan;

“You” “Yours” means the Customer or the Approved Developer entering into the peso Customer Agreement, as applicable.

1.2. In this peso Customer Agreement:

1. a) words in the singular include the plural;
2. b) reference to a person includes a legal person (such as a limited company) as well as a natural person;
3. c) a reference to “party” will mean either peso or Customer and “parties” will mean both peso and Customer;
4. d) Clause headings are for convenience only and will not affect the construction of this peso Customer Agreement;
5. e) reference to “including” or any similar terms in this peso Customer Agreement will be treated as being by way of example and will not limit the general applicability of any preceding words; and
6. f) reference to any legislation will be to that legislation as amended, extended, or re-enacted from time to time and to any subordinate provision made under that legislation.
7. Provision of peso Services

Provision of Peso Services

2.1. Subject to this peso Customer Agreement and full, timely payment of all applicable Fees, or in the case of a Free Trial, your agreement to this peso Customer Agreement, peso agrees to provide the peso Services to You in accordance with the Plan agreed during the sign-up process or as may be agreed to from time to time within the peso Applications.

2.2. You acknowledge and agree that peso has the exclusive right to decide how to develop the peso Services or any part thereof, including the peso Applications and the peso API. peso may, in its sole discretion, remove or add features to the peso Services at any time without any claims to compensation or any other remedies by You.

Term

3.1. This peso Customer Agreement will apply to Your use and Your Users’ use of the peso Services from the Effective Date.

3.2. Unless terminated earlier in accordance with Clause 15, this peso Customer Agreement will continue for the Initial Term and thereafter in perpetuity for successive Renewal Terms which will automatically apply unless and until either party requests termination not less than fourteen (14) days prior to the end of the Initial Term or then-current Renewal Term as the case may be.

Grant of license and scope of authorized use

4.1. Subject to this peso Customer Agreement and in consideration of the full payment, timely of all applicable Fees by You to peso, or in the case of a Free Trial, your agreement to this peso Customer Agreement, peso hereby grants to You, subject to i) the amount of Seats You have purchased under the then-current Plan as applicable; ii) the terms and any limitations (including but not limited to data storage, API call and data enrichment limits) of such Plan or as may be otherwise set by peso from time to time in its sole discretion; iii) the terms in this peso Customer Agreement and any Documentation, a limited, non-transferable, non-exclusive, non-sublicensable and revocable license during the Term to:

1. a) access and use the peso Services and (except for under the Developer Program) to permit Your Users to access the peso Services, in view only non-downloadable format, solely for internal business use and subject always to reasonable use as determined by peso in its sole discretion; and
2. b) access and use the peso API to develop and, subject to peso’s sole approval, publish an Integration App for use by Users in connection with the peso Services only, and to market and provide the Integration App through an App Marketplace.

4.2. You grant to peso a non-exclusive, worldwide, fully paid up, royalty free, irrevocable, sub-licensable license to, for the duration of the Term:

1. a) use your Customer Data in any form or manner solely to the extent that this is necessary to provide You with the peso Services in accordance with the terms of this peso Customer Agreement;
2. b) and additionally after the Term, to host, use, distribute, run, publicly perform or display, translate, and create derivative works of Your Integration App for any business purpose in connection with operating, providing, or improving the peso Services or peso API, and including but not limited to a right to frame or link to your Integration App, and to analyze Your Integration App (including to assess your compliance with the peso Customer Agreement); and
3. c) and additionally after the Term, to use Your name and other branding, and the Integration App name and other branding (together Your “App Branding”) solely to the extent that this is necessary to enable peso to perform its obligations and exercise the rights granted under the peso Customer Agreement, including, without limitation, making Your Integration App available on the App Marketplace.

4.3. You may not sub-license the right to access and/or use the peso Services to any third party. All rights in and to the peso Services, (including peso Content but excluding Customer Data) and peso Applications are reserved to peso.

4.4. You shall not, and shall procure that Your Users shall not (whether directly or through a third party):

1. a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the peso Services or the peso Applications unless such restriction is not permitted by law;
2. b) provide or resell the peso Services through an Integration App, or otherwise;
3. c) modify, translate, or create derivative works based on the peso Services or any peso Applications;
4. d) attempt to exceed or circumvent any express or implied limitations on use of the peso Services, including, but not limited to, in relation to the number of calls to the peso API or related use thereof, storage and data enrichment functionality, as set by peso from time to time and in its sole discretion and where such limitations may depend on the type of Plan purchased or taken;
5. e) use the peso Services or peso Applications for timesharing or service bureau purposes or otherwise for the benefit of a third party;
6. f) remove any proprietary notices or labels from the Documentation, peso Services and/or peso Applications;
7. g) permit or facilitate any third party to access or use the peso Services or use the same on behalf of any third party (which includes operating any form of facility on behalf of any third party or operating a software bureau or similar service);
8. h) unless otherwise expressly permitted for the purpose of an Integration App and pursuant to this peso Customer Agreement, or otherwise permitted by peso in writing, create internet “links” to the peso Services or peso Applications, or “frame” or “mirror” any peso Content on any other server or wireless or internet-based device;
9. i) attempt to circumvent security, license control or other protection mechanisms, or tamper with, probe, scan, test the vulnerability of or hack into or otherwise disrupt the peso Services or peso Applications or any associated website, computer system, server, router, or any other internet-connected device, including, without limitation, by overloading it or them with data or calls to the API;
10. j) employ any hardware, software, device, or technique to pool connections or reduce the number of devices or users that directly access or use the peso Services (sometimes referred to as ‘virtualization’, ‘multiplexing’ or ‘pooling’) in order to circumvent any restrictions on scope of authorized use contained in this peso Customer Agreement;
11. k) upload, store, post, email, transmit or otherwise make available by any means (including but not limited to through the Integration App) any Malicious Software;
12. l) upload, store, post, email, transmit or otherwise make available by any means (including but not limited to through the Integration App) any content (including but not limited to any Customer Data) that infringes any Intellectual Property Rights or data protection, privacy or other rights of any other person, is defamatory or in breach of any contractual duty or any obligation of confidence, is obscene, threatening, inciteful of violence or hatred, blasphemous, discriminatory (on any ground), knowingly false or misleading, or that does not comply with all applicable laws and regulations or is otherwise objectionable or prohibited;
13. m) impersonate any person or entity or otherwise misrepresent Your relationship with any person or entity;
14. n) engage in any fraudulent activity or further any fraudulent purpose;
15. o) provide false identity information;
16. p) attempt to gain or enable unauthorized access to the peso Services, peso Applications or its related systems or networks, and will not permit any third party to do any of the foregoing;
17. q) develop or use an Integration App to provide products or services that conflict or compete with the peso Services; and/or
18. r) develop or use an Integration App to access or use the peso API for the purpose of monitoring the availability performance or function of the peso Services, or gathering any insights into the peso Services in any respect (including but not limited to for benchmarking purposes).

4.5. If You are an Approved Developer, the following additional restrictions apply:

1. a) You must not run any real business processes or use real Customer Data using the peso Services unless You have access to peso other than through the Developer Program; and
2. b) You must not exceed the data storage limits or any other usage limits that may be applicable to You, as set by peso in its sole discretion, or in the absence of such express limits, reasonable storage and usage limits as determined by peso in its sole discretion.

4.6. For the avoidance of doubt, peso reserves the right to monitor use of peso Services and, from time to time and in its sole discretion, implement additional restrictions and limitations on Your and Your Users’ use of peso Services without notice, including, but not limited to, regarding data storage limits, API calls, data enrichment functionalities or generally Your access to some or all of the peso Services.

4.7. You acknowledge and agree that where You or Your User develop an Integration App, You shall be fully responsible and liable for the Integration App including but not limited to its development, content, and maintenance. peso shall have no obligation to provide support to App Users or to You for the access, use of, development or delivery of the Integration Apps.

4.8. You will ensure You have, and Users have, suitable internet service and hardware, telecommunications services, and software necessary to access the peso Applications and receive the peso Services over the internet as recommended by peso from time to time. peso accepts no liability or responsibility for the performance of any such hardware, telecommunications services, software, or internet service, or for the performance or availability of the internet itself.

4.9. You will permit peso and its nominated advisers to inspect and have access to any premises and hardware at or on which the peso Services is being accessed or used from and have access to any records kept in connection with the peso Customer Agreement, for the purpose of ensuring that Your and Your Users are in compliance with this peso Customer Agreement. You warrant that You will provide all reasonable co-operation, access, and assistance in relation to each audit and that You will procure the same from Users. peso will use its reasonable efforts to provide reasonable notice to You of any audit under this Clause.

Approval and Publication of Integration App(s)

5.1. You shall not and shall procure that Your User(s) shall not publish or otherwise make available by any means, any Integration App unless the Integration App and an App Marketplace for its publication has been first approved by peso (which approval will be at peso’s sole discretion) following any approval process peso may undertake in its sole discretion.

5.2. We may verify information You provide to us during any reviews or approval process that we may undertake, and You shall at all times keep such information updated and complete and accurate.

5.3. You shall not and shall procure that Your User(s) shall not make available any Integration App accessible by any App User unless You provide clear and accurate information to App Users regarding the use of the Integration App and any processing of information provided by the App User, and the App User first agrees to App Terms which shall, as a minimum:

1. a) make it clear that use of the Integration App requires an App User to be a User and only grants such access right to the peso Services as are strictly necessary for the App User to access their own Customer Data provided that they have the rights to do so in accordance with the terms of the peso Customer Agreement;
2. b) include disclosures, including a link to Your privacy notice, required for You to obtain App User consent or authorization to process the information that the App User provides;
3. c) make clear to the App User that the Integration App is created and made available by the Approved Developer or User as the case may be, and not peso, and that peso has no obligation to provide maintenance or support for the Integration App to You or the App User, or to fix any errors or defects in the Integration App;
4. d) prohibit the App User from reverse engineering, decompiling, disassembling or otherwise attempting to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Integration App, the peso Services, the peso Applications and/or the peso API, unless such restriction is not permitted by law;
5. e) only grant such access right as strictly necessary to use the Integration App to access their own Customer Data if they are a Customer or User of paid-for peso Services;
6. f) not grant any right or license whatsoever to the content or source code of the Integration App that would give such App User any right or license to peso Content and/or any peso’s Intellectual Property Rights; and
7. g) include all restrictions and limitations necessary to preserve peso’s rights and obligations under the peso Customer Agreement.

5.4. You shall be responsible for protecting the privacy and legal rights of the App Users of Your Integration App. You shall provide legally adequate privacy notices to Your App Users and undertake any required data protection compliance steps as may be required by Data Protection Legislation. If any App User(s) provide You with any information including any Personal Data, You shall provide notice to such App User(s) that such information will be made available to peso. If You become aware of any violation of the terms of Clauses 4.3 and/or 4.4 by the App Users of Your Integration App, You shall immediately terminate such App User’s access to the Integration App.

5.5. You acknowledge and agree that peso shall be entitled to itself or through an authorized third party, perform any audit, test, or assessment (including but not limited to any penetration tests) on any Integration App (each an “App Test”), and You shall and shall procure that Your Users shall fully cooperate with peso in connection with the conduct of any App Test, including by providing any assistance or information reasonably requested by peso or any third party authorized by peso to conduct an App Test. Without prejudice to any of peso’s other rights or remedies, if any App Test reveals a failure by You or Your Users to comply with any obligation under the peso Customer Agreement, You shall promptly and at Your own cost rectify any such failure and pay peso’s costs in conducting any such App Test. You shall immediately remove any Integration App made available by You upon peso’s instructions.

5.6. peso may in its sole discretion suspend or end Your and/or Your Integration App’s access to the peso Services and or the peso API at any time with or without notice if peso believes (in its sole discretion) that You or Your Users are in breach of the peso Customer Agreement or that such action is needed to protect peso from legal or regulatory liability or to protect peso’s legitimate interests.

Administrator and Users

6.1. You will designate one (1) or more natural persons as the responsible party for communication with peso, cancelling or modifying the Plan, and adding or removing Users (the “Administrator”). You warrant and represent that the Administrator will have the authority to bind the Customer, except that another duly authorized representative of the Customer may change the Administrator by giving notice to peso via email or, if applicable, assigning the role to a duly authorized User within the peso Applications.

6.2. The Administrator may add or remove Users by inviting colleagues during the online sign-up process which involves providing peso their email address(es) or by adding colleagues within the Settings section of your account, again by providing peso their email address(es). By adding Users, you instruct us to contact such User(s) to notify them of the peso Services in order for them to gain access to some or all of such peso Services. You warrant to us that prior to adding a User, you have informed such User and gained consent from them for peso to contact them in this regard, and further warrant that you have provided them peso’s Privacy Policy upon which their consent is based. You undertake to only provide colleagues work email addresses and never any personal email addresses or contact information about a person whom you have not complied with the preceding obligations in respect of.

6.3. You procure that the Administrator will only add or remove Users in accordance with the Plan, up to the number of Seats paid for and at all times in accordance with this peso Customer Agreement and Your lawful instructions. For the avoidance of doubt, if Your Plan only covers one Seat, You will be the Administrator and will not be able to add or remove any Users without upgrading to a paid-for Plan.

6.4. You will make all Users read this peso Customer Agreement and make them aware particularly of the restrictions set out herein and procure that they shall accept the Acceptable Use Policy before using any of the peso Services.

6.5. You will, and will procure that Users will, immediately notify peso if You or a User becomes aware of any breach of this peso Customer Agreement.

6.6. You will be responsible for all access to and use of the peso Services by Your Users. You will be responsible for ensuring the security and confidentiality of all log-on identifiers, including usernames, API keys and passwords, assigned to, or created by You or any of Your Users in order to access or use the peso Services. You further acknowledge and agree that You will remain responsible for all activities that occur under any User account and any activity relating to the peso API accessed through Your API key.

6.7. You will keep complete and accurate records of the Users and produce such records to peso on request from time to time.

6.8. You will promptly notify peso upon becoming aware of any unauthorized access to or use of any the peso Services and provide all reasonable assistance to peso to prevent such unauthorized access or use.

6.9. peso may use software tools to collect information and data, including Personal Data, relating to the way Users use the peso Services and peso Applications, including data concerning clickstreams, times of sessions and volumes of data accessed, and will retain and process information and data, including Personal Data, for the purposes of detecting and preventing breaches of peso’s network security, applicable laws, this peso Customer Agreement and the Privacy Policy, and to enhance its software.

Invoicing and payment

7.1. All Fees are due and payable by the Customer in advance, either annually or monthly, in accordance with the chosen Plan.

7.2. We may not require payment for as long as You are in a Free Trial or are otherwise permitted to gain access to some of the peso Services as part of the Developer Program. You do not have the right to a Free Trial or to join the Developer Program and peso reserves the right to start and end any Free Trial or Developer Program at its sole discretion. There can only be one Free Trial per Customer.

7.3. peso offers the peso Services on different Plans that grant access to different features and vary in the amount of Fees payable for that Plan. Some features are reserved for subscribers of a specific Plan. You may choose a Plan when first signing up to peso Services and subsequently, may be able to change the Plan in accordance with following conditions:

1. a) changes to a higher-priced Plan may be made at any time within the Initial Term or thereafter and changes will take effect immediately; or
2. b) changes to a lower-priced Plan may only be made to take effect at any time after the Initial Term and no sooner than the commencement of the first Renewal Term.

7.4. You may request a change to Your Plan subject to the conditions set out in Clause 7.3 above, either through the account management page within the peso Applications or by contacting peso customer support team at founders@pesohq.com.

7.5. Users will have access to peso Services in accordance with the Plan chosen and paid for by the Customer. An Approved Developer will have access to the peso Services in accordance with the Plan for the Developer Program.

7.6. Payment is due immediately and You are obliged to settle all invoices immediately. If You submit payment details for a credit card, debit card, direct debit or other a similar payment method (collectively, “Credit Card”) to us, You hereby authorize peso to automatically charge the Credit Card, including any applicable taxes, to settle any outstanding invoices, including Fees for any Renewal Terms. You acknowledge that certain Credit Cards may charge foreign transaction fees or other charges which will be Your responsibility to pay.

7.7. If the number of Users authorized by You to use peso Services exceeds the number of Seats purchased by You or otherwise requires the payment of additional Fees, You agree to be billed for such usage and be automatically charged for the additional Fees.

7.8. Subject to Clause 15.4, all Fees are non-refundable. For example, if You subscribed to peso Services with ten (10) Seats for an Initial Term of one (1) year and two months into the Initial Term, You wish to reduce the number of Seats to six (6), then peso will not be obligated to refund any Fees paid for the four (4) Seats no longer required. The number of Seats subscribed to will only reduce to six (6) at the beginning of the Renewal Term, subject to any other changes made before such time.

7.9. peso reserves the right to change the Fees on thirty (30) days prior notice to You (which may be sent by email). Any change in the Fees will become effective at the end of the Initial Term or then-current Renewal Term.

7.10. If any Fees are not successfully settled for any reason, You will remain responsible for any amounts not remitted to peso. Should automatic billing fail to occur for any reason, peso may attempt to charge the Credit Card one (1) or more times. Should payment continue to fail, peso may without liability to You:

1. a) suspend the peso Services or any part thereof; and/or
2. b) charge interest on the overdue amount at the rate of eight (8)% per annum above the base rate of the Bank of England (which interest will accrue daily until the date of actual payment and will be compounded at the end of each calendar month).

7.11. All Fees are exclusive of VAT or any relevant local sales taxes, for which You will be responsible in accordance with applicable law.

Disclaimer

8.1. peso Services are provided “as is” and “as available”. We do not provide warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or performance.

8.2. peso does not warrant that the peso Services, including the peso API, and/or peso Applications will be uninterrupted, secure, available at any particular time or error free; nor does it make any warranty as to the results that may be obtained from use of the peso Services including in respect of any Integration App developed by You. We will have no responsibility for any harm to Your or any User’s computer system, loss or corruption of data, or other harm that results from Your or any User’s access to or use of peso Services or any Integration App. No information or advice obtained by You from peso, including vendor due diligence forms, messages, and information, will create any warranty not expressly stated in this peso Customer Agreement.

8.3. If because of a technical, legal, or operational reason peso can no longer fulfil a provision in this peso Customer Agreement then peso may, at its sole discretion, declare said provision to be no longer binding. The sole and exclusively remedy for You in such a scenario will be that You may terminate this contract with thirty (30) days’ notice, though no damages are due, and no refund will be given.

Intellectual Property Rights

9.1. Nothing in this peso Customer Agreement will cause the ownership of any Intellectual Property Rights belonging to one party to be transferred to the other, except as set out in Clause 9.5.

9.2. peso and/or its licensors will, as between the parties, remain the owner of all Intellectual Property Rights in peso’s brands, trademarks and logos, the peso Services (including peso Content but excluding the Customer Data) and the peso Applications. Except as expressly permitted between the parties in writing or as otherwise set out in this peso Customer Agreement, You will not and will procure that Users will not use any of peso’s Intellectual Property Rights without peso’s prior written consent.

9.3. If You become aware or suspect any improper or wrongful use of any of peso’s Intellectual Property Rights, You will promptly notify peso in writing of all circumstances relating to such improper or wrongful use. You will assist peso in taking all steps to defend peso’s Intellectual Property Rights, but You will not institute legal proceedings of Your own accord.

9.4. You will, as between the parties, remain the owner of all Intellectual Property Rights in the Customer Data. You warrant that You own the Customer Data and/or are otherwise entitled to grant the foregoing license and that the provision of the Customer Data to peso and exercise of any rights by peso in connection with the Customer Data will not breach any third party rights including any Intellectual Property Rights. If this peso Customer Agreement is terminated, the foregoing license will automatically terminate.

9.5. If You or any Users provide peso with any feedback, comments, suggestions, enhancements, recommendations, or other input concerning the peso Services or any part thereof (collectively, “Feedback”), You hereby assign and/or procures Users to assign to peso all right, title, and interest in and to the Feedback, and agree and understand that peso is free to use the Feedback without payment, attribution, or restriction.

9.6. To the extent that You or a User creates an Integration App, the parties shall each retain the ownership of the Intellectual Property Rights they each hold which feed into the Integration App. peso shall grant a limited, revocable license to use the peso Intellectual Property Rights which make up part of any Integration App, subject to the terms of the peso Customer Agreement. peso shall at all times be free to restrict, withdraw or limit any access or use of any of its Intellectual Property Rights at any time without liability to You or any User.

Warranties

10.1. You (on Your own account and on behalf of any User) represent, warrant and undertake to peso that:

1. a) You have all right, power and authority to grant any rights under this peso Customer Agreement;
2. b) the development, supply and use of the Customer Data and Your Integration App(s), and the grant of any rights by You under this peso Customer Agreement, will be in accordance with all applicable laws and will not infringe the rights of any third party;
3. c) You will comply with all applicable law, and have obtained and undertake that You will maintain all consents, licenses and permissions required by You to grant the rights and perform any obligations under the peso Customer Agreement;
4. d) You will not insert or include, or permit or cause the insertion or inclusion in the peso Services or any Integration App, any Malicious Software, or anything else that might be reasonably prejudicial to peso’s reputation or its business;
5. e) You will use up to date, industry accepted anti-virus software to check for and prevent any Malicious Software being introduced into the peso Services or any Integration App; and
6. f) You will cooperate with peso to mitigate the effect of any Malicious Software found in any Integration App developed by You or Your User.

10.2. You (on Your own account and on behalf of any User) represent, warrant and undertake to peso that, in respect of any Integration App You or Your User develops, the Integration App will:

1. a) be of satisfactory quality, free of any material defects and will be fit for its purpose;
2. b) comply with all requirements under the peso Customer Agreement, and as notified to You from time to time by peso;
3. c) comply with the terms of the Third Party Platform to which the Integration App connects, and all applicable law;
4. d) not degrade the functionality or performance of the peso Services or the peso API;
5. e) not contain or include any Malicious Software;
6. f) not, nor will You or Your User, modify, disclose, or use any Customer Data, except to the extent that this is necessary for the Integration App to function and perform in accordance with any permissions provided to the Integration App by the App User or where required by applicable law; and
7. g) have App Terms, which an App User must expressly agree to before the App User is able to use the Integration App.
8. Indemnity

You will indemnify peso against all loss or damage that peso incurs or suffers however arising as a result of or in connection with Your or Your Users use of the peso Services, any Integration App You or Your User(s) may create, the Customer Data, and Your and/or Your Users’ violation of this peso Customer Agreement.

Liability

11.1. Nothing in this peso Customer Agreement limits or excludes either party’s liability:

1. a) for death or personal injury caused by its negligence;
2. b) for fraudulent misrepresentation or for any other fraudulent act or omission;
3. c) to pay sums properly due and owing to the other in the normal course of performance of this peso Customer Agreement; and/or
4. d) for any other liability which may not lawfully be excluded or limited.

11.2. Subject to Clause 12.1, in no event will peso, its directors, employees, partners, agents, suppliers, or affiliates be liable (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) for any:

1. a) loss of profit, loss of sales, turnover, revenue or business;
2. b) loss of customers, contracts or opportunity;
3. c) loss of or damage to reputation or goodwill;
4. d) loss of anticipated savings;
5. e) loss of any software or data;
6. f) loss of use of hardware, software or data;
7. g) loss or waste of management or other staff time;
8. h) indirect, incidental, consequential, special, or punitive damages (including service interruptions, computer damage or system failure)

arising out of or relating to Your or Your Users’ access to or use of or inability to access or use of the peso Services or any part thereof; any use of or inability to access or use any Integration App; Your creation, development or delivery of, or inability thereof, any Integration App; any conduct or content of any third party on the peso Services and/or peso Applications; any content obtained from the peso Services; any conduct or content of any Users; and, any unauthorized access, use or alteration of Your or Your Users’ transmissions or content, including Customer Data, whether based on warranty, contract, tort (including negligence) or any other legal theory and whether or not advised of the possibility of such losses.

11.3. Subject to Clauses 11.1 and 11.2, peso’s total aggregate liability arising out of or relating to this peso Customer Agreement or its subject matter and to anything which it has done or not done in connection with the same (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) will be limited to the total amount of Fees actually paid by You in the twelve (12) months preceding the event giving rise to the claim.

Confidentiality

12.1. Subject to Clause 12.2, each party will:

1. a) keep confidential all Confidential Information of the other party which it receives in connection with the provision or receipt of the peso Services;
2. b) apply to such Confidential Information no lesser security measures and degree of care than those which it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting the same;
3. c) only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, this peso Customer Agreement;
4. d) not disclose such Confidential Information to any third party (other than its professional advisers, officers, employees, agents, contractors, and sub-contractors on a ‘need to know’ basis as strictly required in accordance with this peso Customer Agreement and subject to each such person being bound by an obligation of confidentiality no less favorable than this Clause 13; and
5. e) promptly, upon request and, in any event, upon termination of the peso Customer Agreement (for whatever reason), return to the other party all materials (in whatever form) incorporating, embodying, or recording any such Confidential Information in its possession or control and, if requested by the other party, certify in writing that it has done so.

12.2. Confidential Information will not include any information that the recipient can establish:

1. a) was publicly known and made generally available in the public domain prior to the time of disclosure;
2. b) becomes publicly known and made generally available after disclosure through no breach of this peso Customer Agreement or any other contractual obligation;
3. c) is already known by or legally in the possession of the recipient at the time of disclosure; and/or
4. d) is lawfully disclosed to the recipient, without any obligations of confidentiality owed by a third party.

12.3. Either party may disclose the other’s Confidential Information to the extent required by law or by any court, tribunal, regulator, or other authority with competent jurisdiction to order its disclosure (but only to the extent of such requirement).

12.4. You acknowledge and agree that the peso Services (including peso Content but excluding Customer Data) and peso Applications and the terms of this peso Customer Agreement, including, in particular, the pricing, constitute Confidential Information of peso. peso acknowledges and agrees that the Customer Data constitutes Your Confidential Information.

12.5. Notwithstanding anything to the contrary, peso will have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the peso Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and peso will be free to:

1. a) use such information and data to improve and enhance the peso Services and for other development, diagnostic and corrective purposes in connection with the peso Services and other peso offerings; and
2. b) disclose such data solely in aggregate or other de-identified form.

Data Protection

13.1. In this Clause 13, “process”, “data controller”, “service provider” and “data processor” will have the same meanings as set out in the Data Protection Legislation.

13.2. The parties agree that under the applicable Data Protection Legislation, peso is the data processor of Customer Data that constitutes Personal Data, and that You are the data controller. For the avoidance of doubt, where the CCPA is applicable, peso acts as a service provider for Your business.

13.3. As the data controller, You warrant and represent that You have the right to share the Personal Data contained in the Customer Data to the peso Services and/or any Integration App and to allow its use in the provision and receipt of the peso Services to You and Your Users.

13.4. To the extent that peso processes Personal Data in the course of providing the peso Services or for the purpose of facilitating the use of any Integration App, peso will:

1. a) process the Personal Data only for the purpose of providing the peso Services or otherwise on Your written instructions, which may be specific instructions or instructions of general nature, and including in order to comply with its obligations under this peso Customer Agreement;
2. b) only process Personal Data for the purpose of providing the peso Services and not for its own purposes, and for the duration of the Initial Term and any Renewal Term, as applicable;
3. c) implement and maintain appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful processing and accidental loss, destruction, damage, theft or disclosure, having regard to the harm which might result from any unauthorized or unlawful processing, accidental loss, destruction, damage or theft of the Personal Data and having regard to the nature of the Personal Data which is to be protected;
4. d) at Your request and choice, either deliver to You or delete the Personal Data from its systems on termination of the peso Services;
5. e) take reasonable steps to ensure the reliability of personnel who have access to Personal Data pursuant to this peso Customer Agreement and ensure that such personnel processing the Personal Data for peso are subject to a duty of confidence in relation to the Personal Data, and understand their obligations when handling Personal Data in accordance with this Clause 14;
6. f) assist You to meet Your obligations to respond to requests by data subjects exercising their rights, in meeting Your legal obligations in relation to the security of processing of Personal Data, and in undertaking data protection impact assessments;
7. g) notify You without undue delay of any Personal Data breaches and provide information when known as to the source and nature of the data breach, the type of data that was subject to the breach, and the identity of the affected data subjects;
8. h) submit to audits and inspections by a certified third party chosen by peso and make the summary report available to ensure that peso is complying with its obligations under this Clause 14; and
9. i) notify You if, in peso’s reasonable opinion, Your instructions in respect of any processing of Personal Data by peso are unlawful.

13.5. The assistance provided by peso to You as set out in Clause 11.4 above will be provided as a chargeable service in accordance with Clause 6.

.

13.6. The parties agree not to make any statement or publish any filing, communication, notice, press release, or report concerning any breaches of Data Protection Legislation affecting the peso Services.

Termination and effect of termination

14.1. Without affecting any other right or remedy available to it, peso or You may terminate this peso Customer Agreement with immediate effect by giving written notice to the other party if:

1. a) the other party fails to pay any amount due under this peso Customer Agreement on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment;
2. b) the other party commits a material breach of this peso Customer Agreement which is irremediable or if remediable is not remedied within a period of fourteen (14) days after being notified in writing of the breach; or
3. c) the other party becomes insolvent, makes composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed, or an order is made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or removed within twenty-eight (28) days), or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so.

14.2. On termination, You will pay in full for the peso Services up to and including the last day on which the peso Services are provided. Upon any termination, peso will make all Customer Data available to You for electronic retrieval for a period of thirty (30) days, but thereafter peso may, but is not obligated to, delete stored Customer Data.

14.3. All sections of this peso Customer Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

14.4. peso may terminate this peso Customer Agreement at any time and without notice. In cases of immediate termination without cause by peso, peso will refund You the paid but unused portion of Fees for the remainder of the Initial Term or Renewal Term as the case may be.

14.5. Without prejudice to Clauses 14.1, 14.2 or 14.4, peso may, in addition, and without liability, terminate this peso Customer Agreement, or alternatively, may suspend access to and use of the peso Services of any part thereof, by giving notice to You if any provision of this peso Customer Agreement is breached.

Force Majeure

Neither party will be liable to the other for any failure or delay in performing its obligations under this peso Customer Agreement except for Your payment obligations, which arises because of any circumstances which it cannot reasonably be expected to control (which will include Act of God, pandemics, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes, strikes, lock-outs or other industrial actions or trade disputes (whether involving personnel of peso or a third party), difficulties in obtaining raw materials, labor, fuel, parts or machinery or breakdown in machinery, or interruption or failure of the internet or of any network, telecommunications, power supply or infrastructure, or any provider of any of the foregoing, but will not include shortage or lack of available funds on Your part), provided that it:

1. a) notifies the other in writing as soon as reasonably practicable about the nature and extent of the circumstances and likely effects;
2. b) uses reasonable efforts to mitigate the effects of the circumstances so as to minimize or avoid any adverse impact on the other; and
3. c) uses reasonable efforts to resume performance as soon as reasonably practicable.
4. Publicity

You agree that peso may use Your name or logo to list You as an peso customer on its website and in other marketing materials.

General

16.1. Unless the parties expressly agree otherwise in writing, if a party:

1. a) fails to exercise or delays exercising or only exercises partially any right or remedy provided under this peso Customer Agreement or by law; or
2. b) agrees not to exercise or to delay exercising any right or remedy provided under this peso Customer Agreement or by law;

then that party will not be deemed to have waived and will not be precluded or restricted from further exercising that or any other right or remedy.

16.2. No agency, partnership, joint venture, or employment is created as a result of this peso Customer Agreement and neither Customer nor peso will have any authority of any kind to bind the other in any respect whatsoever.

16.3. If any provision of this peso Customer Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this peso Customer Agreement will otherwise remain in full force and effect and enforceable.

16.4. You may not assign, transfer or sub-license Your rights under this peso Customer Agreement except with peso’s prior written consent. peso may transfer and assign any of its rights and obligations under this peso Customer Agreement without Your consent.

16.5. Except as expressly set out herein, a person who is not a party to this peso Customer Agreement will have no rights under or in connection with it, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

16.6. Each party will at all times ensure that it complies with the terms of the Bribery Act 2010 and that it does not commit (or procure the commission of) any breach of that Act.

16.7. This peso Customer Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to its subject matter, including but not limited to vendor due diligence information that peso may have provided. All waivers and modifications of this peso Customer Agreement must be in a writing signed by both parties, except as otherwise provided herein. Provided always that nothing in this Clause 16.7 will operate to limit or exclude any liability for fraud or fraudulent misrepresentation, no other representations or terms will apply or form part of this peso Customer Agreement and each party acknowledges that it has not been influenced to agree to this peso Customer Agreement by, and will have no rights or remedies (other than for breach of contract) in respect of, anything the other party has said or done or committed to do, except as expressly recorded herein.

16.8. This peso Customer Agreement is governed by the laws of England and Wales. All parties submit to the exclusive jurisdiction of the English courts in relation to any dispute arising out of or in connection with this peso Customer Agreement or its subject matter, but peso is also entitled to apply to any court worldwide for injunctive or other remedies in order to protect or enforce its Intellectual Property Rights. Notwithstanding the foregoing, if You are located in the United States then the peso Customer Agreement is governed by the laws of the State of Delaware and You are expressly agreeing to the following mandatory arbitration of disputes:

This peso Customer Agreement and any separate agreements whereby We provide You peso Services, and any dispute between You and Us, shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of law that would result in the application of the law of any other jurisdiction, except that the Federal Arbitration Act shall govern the interpretation and enforcement of the arbitration provisions set forth below. Unless You and We agree otherwise, in the event that this Clause 18.8 is found not to apply to You or to a particular claim or dispute, either as a result of Your decision to opt-out of the Arbitration Procedures or as a result of a decision by the arbitrator or a court order, 

You agree that any claim These Terms shall be governed by and construed and enforced in accordance with the laws of India. Subject to other provisions in this Clause, courts in Bangalore shall have exclusive jurisdiction over all issues arising out of these Terms or the use of the Services. 

Any controversies, conflicts, disputes, or differences arising out of these Terms shall be resolved by arbitration in Bangalore in accordance with the Arbitration and Conciliation Act, 1996 for the time being in force, which is deemed to be incorporated by reference in this Clause. The tribunal shall consist of 1 (one) arbitrator appointed by the Company. The language of the arbitration shall be English. 

The parties to the arbitration shall keep the arbitration confidential and not disclose to any person, other than on a need to basis or to legal advisors, unless required to do so by law. The decision of the arbitrator shall be final and binding on all the Parties hereto.

Each party to the arbitration shall bear its own costs with respect to any dispute.